Charter of the association

Forum for Sustainability through Life Cycle Innovation

§1 Name, Location, Legal Status, Financial Year

§ 2 Purpose of the Association

§ 3 Non-profit Status

§ 4 Membership, Termination of Membership, Membership Fees

§ 5 Organs of the Association

§ 6 General Assembly

§ 7 Board of Directors

§ 8 Executive Committee

§ 9 Committees

§ 10 Cash auditor

§ 11 Changes to the Charter, Liquidation of the Association, Taking Effect

§ 1 Name, Location, Legal Status, Financial Year

1. The association has the name “Forum for Sustainability through Life Cycle Innovation”, it is located in Berlin.
2. The association shall be registered with the register of associations at the Court House Charlottenburg and will subsequently add “e.V.” to its name.
3. The financial year equals the calendar year.

§2 Purpose of the Association

1. Purpose of the association is the promotion of science and research, the promotion of global environmental protection and a more sustainable society through the reduction of the usage of natural resources during consumption and product production processes. The environmental impacts derived through the economical activities of various market participants shall be minimized through research, development and dissemination of life cycle based approaches to enhance the sustainability of products. The association connects politics, science, practice and the general public on the international level in order to achieve more sustainable production processes and consumption patterns. By doing so, the association contributes to the creation, preservation and enhancement of global sustainable living conditions for humans, animals and natural vegetation.
2. The purpose of the association will be achieved especially through research projects, the publication of scientific research findings in professional literature and publically available sources such as websites, printed information material, the organization of multi-stakeholder meetings, scientific expositions for the general public, scientific conferences, project workshops and capacity building events, including training seminars.
3. The scientific work of the association is free and independent.
4. The association is independent, and not affiliated to any political party.

§ 3 Non-profit Status

1. The association pursues only and directly non-profit-oriented purposes in line with the paragraph on “charitable purposes” of the German General Fiscal Law. The association is wholly dedicated to charitable activities and does not pursue goals primarily serving its own economic interest. The means of the association shall only be used for purposes in line with the charter. Members of the association are not allowed to receive allowances from the association. No person is allowed to benefit from disproportionally high compensations or expenses, which are not in line with the purpose of the association.

§ 4 Membership, Termination of Membership, Membership Fees

1. Individual persons as well as legal entities can become members of the association. Membership is granted by the Executive Committee.
2. Members have to pay a yearly membership fee, which is to be set by the Executive Committee in the contribution scheme. The membership fee policy only becomes valid after approval by the Board of Directors.
3. The liability of the members among themselves and vis-à-vis the association is limited to intent and culpable negligence.
4. The membership terminates through exit, exclusion, death or termination of the legal status of the legal entity. The exit has to be announced in writing vis-à-vis the Executive Committee with a notice period of four weeks to the end of the month.
5. The membership can be terminated by the Executive Committee, if the member:
   1. has failed to pay the membership fee within four weeks of having received a written notice of payment;
   2. has damaged the association or otherwise significantly acted against the interests of the association;
   3. has done anything else of severe nature.
6. Ahead of the exclusion of a member, the member is allowed to issue a statement on his or her behalf. The reason of membership termination is to be communicated to the member in writing.
7. As compensation and appreciation for significant work for the association, members voted into office or have contributed voluntarily can be compensated with corresponding amounts or lump sum allowances. The Board of Directors agrees on an allowances policy, which needs to be approved by the General Assembly.

§ 5 Organs of the Association

1. Organs of the association are the General Assembly, the Board of Directors and the Executive Committee.
2. The organs decide with the majority of the valid votes casted, as long as nothing else is stipulated in the charter. Decisions are taken by open ballot, unless at least a third of those present and with voting rights demand voting in writing. All decisions are to be recorded in writing.

§6 General Assembly

1. The General Assembly is responsible for the following tasks:
   1. Deliberation about the annual target and strategies of the association;
   2. Acceptance of the annual report of the Board of Directors;
   3. Election of the members of the Board of Directors;
   4. Discharge of the Board of Directors;
   5. Election of the cash auditor;
   6. Decision on changes of the charter;
   7. Decision on the dissolution of the association;
   8. Approval of the allowances policy.
2. The General Assembly convenes at least once a year as per the call of the meeting by the President of the Board of Directors, who also chairs the meeting. If the President is unavailable, the Vice-President acts on his or her behalf. The call for the meeting has to be issued to the association’s members at least two weeks ahead of the day of the actual General Assembly along with an agenda for the meeting. The call has to be issued in writing or via e-mail to the last address provided by the member to the Executive Committee.
3. A General Assembly has to be called for by the President of the Board of Directors within four weeks time, if at least a tenth of the general membership has issued a corresponding request with an explanatory statement in writing to the President.
4. The President can determine, that participation at the General Assembly is made available to all members through audio- or videoconference facilities. The audio- or videoconference has to transmit both, video and audio, in order to allow for active participation at the General Assembly. The President determines a viable procedure for determining the legitimacy of the members and to conduct anonymous voting.
5. Members have the right to demand changes to the proposed meeting agenda by the President up to five days ahead of the meeting. The agenda of the meeting is to be determined, adjusted and approved at the beginning of each meeting. Requests for changing the agenda, which have only been communicated during the meeting itself, are decided upon by the General Assembly.
6. A protocol is to be provided for each General Assembly, which has to be signed by the President and the keeper of the minutes. The protocol is to be sent to the members afterwards.
7. Every General Assembly that has been called for in line with the charter is eligible to take decisions, irrespective of the number of members present. Every member has one vote. A member can delegate its vote to another member. The delegation of the vote is to be renewed for each General Assembly. However, one member is not allowed to represent the votes of more than three additional members.
8. Elections are to be held in secret, unless the General Assembly decides about a different procedure. The names of all candidates have to be made known to the members ahead of the election via a list of candidates. Every member has as many votes, as positions are available. However, members are only allowed to vote once per candidate. Elected into office are those, who have accumulated most of the votes casted. If votes are equal between two or more candidates, a second round of voting between those candidates is organized. If the candidates again receive the same amount of votes, the successful candidate is decided upon by lot.

§7 Board of Directors

1. The Board of Directors is composed out of a maximum of sixteen natural persons that have been elected into office by the General Assembly. The members of the Board of Directors should represent in a balanced manner the different world regions as well as different stakeholder groups such as Business and Industry, Academia and Research as well as Civil Society and Politics. The elected members elect their President and the Vice-President.
2. The members elected into the Board of Directors can nominate up to eight legal entities to complement themselves within the Board of Directors. The selected entities each send one representative to represent their interests within the Board of Directors.
3. Members of the Board of Directors hold office for two years and remain into office until a new Board of Directors is elected. Re-election is possible for another consecutive term and an unlimited number of non-consecutive terms. Members of the Board of Directors become part of the board in unpaid capacity. The Board of Directors convenes at least twice a year. Meetings are called for and chaired by the President.
4. The Board of Directors has the following tasks:
   1. Formulation of the targets and strategies of the association;
   2. Commissioning and decommissioning of the Executive Committee;
   3. Formulation of the guiding principles for the management of the association through the Executive Committee;
   4. Supervision of the management of the association through the Executive Committee;
   5. Deliberation on and approval of the financial plan and possible changes throughout the year;
   6. Auditing of the annual financial report and books;
   7. Discharge from liability of the Executive Committee;
   8. Review and acceptance of the annual activities report of the Executive Committee;
   9. Reporting to the General Assembly on the activities of the association and its financial situation;
   10. Decision on the allowances policy;
   11. Approval of the financial regulation;
   12. Approval of the membership fee policy;
   13. Approval of the rules of the management procedure of the Executive Committee.
5. The President represents the association with regards to the signing of employment agreements for the members of the Executive Committee as Special Representatives in line with § 30 BGB and assumes the rights and responsibilities as their employer.

§8 Executive Committee

1. The Executive Committee represents the association in line with § 26 par. 2 BGB and carries out the business of the association under consideration of the decisions made by the General Assembly and the Board of Directors, as long as they have not specifically delegated to a different organ. These included specifically:
   1. Implementation of the objectives and strategies of the Board of Directors;
   2. Operative Management of the association;
   3. Development of the annual budget and possible amendments;
   4. Development of the annual financial statement;
   5. Development of the annual activities report;
   6. Representation of the association.
2. The Executive Committee holds office for a period of two years and is composed out of three persons:
   1. The Chair,
   2. The Vice-Chair and,
   3. The Chief Financial and Operations Director.
3. The members of the Executive Committee represent the association individually.
4. Internally, every member of the Executive Committee is required to make use of his or her right of representation only if he or she has consulted with another member of the Executive Committee or an additional person that’s been awarded the rights to sign on their behalf. This rule has no consequences vis-a-vis third parties.
5. Meetings of the Executive Committee are called for and chaired by the Chair, who also has to provide an agenda for the meeting. The Executive Committee is eligible to take decisions, if at least two Executive Committee members are present.
6. Members of the Executive Committee act in unpaid capacity. In deviation from this rule, members of the Executive Committee can be paid on the basis of employment contracts with the association. The Board of Directors takes the decision on the employment terms for such contracts.
7. The Executive Committee decides upon a financial regulation, which regulates the spending of the means of the association and the set up of an annual budget. The financial regulation is to be approved by the Board of Directors and only takes effect, if approved.
8. The Executive Committee develops by-laws, which have to be approved by the Board of Directors.

§9 Committees

1. The Board of Directors can create committees for special subjects for the duration of up to four years. Committees can continue their work upon approval of the Board. The participation in the Committee and access to all work products, protocols and meetings is open for all members, unless otherwise specified by the Board of Directors.
2. Committees elect a Chair and Vice-Chair for each Committee during their first session. The chair manages the work of the committee, calls for meetings and chairs these, he or she reports about the work of the committee during meetings of the association’s organs and develops an annual report about the committee’s activities.

§10 Cash auditor

1. The General Assembly votes into office two cash auditors for every financial year, who may not belong to either the Board of Directors or the Executive Committee. The cash auditors audit the books, the annual financial statement and the finances of the association and report to the General Assembly.